X0201 4 2003-08-04 0 0001021113 GUITAR CENTER INC GTRC 0000019617 J P MORGAN CHASE & CO C/O JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS - 40TH FLOOR NEW YORK NY 10020 0 0 1 0 Common Stock 2003-08-04 4 S 0 2637 4.33 D 1550426 I see footnote Stock Option (right to purchase) 28.5625 1999-05-06 2008-05-06 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 28.5625 2000-05-06 2008-05-06 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 28.5625 2001-05-06 2008-05-06 Common Stock 1666 1666 I see footnote Stock Option (right to purchase) 16.4375 2000-04-26 2009-04-26 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 16.4375 2001-04-26 2009-04-26 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 16.4375 2002-04-26 2009-04-26 Common Stock 1666 1666 I see footnote Stock Option (right to purchase) 13.5625 2001-05-02 2010-05-02 Common Stock 5000 5000 I see footnote Stock Option (right to purchase) 11.5281 2000-05-02 2010-05-02 Common Stock 1966 1966 I see footnote Stock Option (right to purchase) 12.325 2000-07-27 2010-07-27 Common Stock 1839 1839 I see footnote Stock Option (right to purchase) 11.1563 2000-11-02 2010-11-02 Common Stock 2032 2032 I see footnote Stock Option (right to purchase) 14.0781 2001-02-08 2011-02-08 Common Stock 1610 1610 I see footnote Stock Option (right to purchase) 19.2350 2002-04-26 2011-04-26 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 19.2350 2003-04-26 2011-04-26 Common Stock 1667 1667 I see footnote Stock Option (right to purchase) 19.2350 2004-04-26 2011-04-26 Common Stock 1666 1666 I see footnote Stock Option (right to purchase) 16.3498 2001-04-26 2011-04-26 Common Stock 1386 1386 I see footnote Stock Option (right to purchase) 14.1525 2001-07-26 2011-07-26 Common Stock 4004 4004 I see footnote Stock Option (right to purchase) 16.6500 2002-07-26 2011-07-26 Common Stock 2000 2000 I see footnote Stock Option (right to purchase) 12.0233 2001-10-25 2011-10-25 Common Stock 1178 1178 I see footnote Stock Option (right to purchase) 13.6935 2002-02-22 2012-02-22 Common Stock 1035 1035 I see footnote Stock Option (right to purchase) 16.5538 2002-05-03 2012-05-03 Common Stock 856 856 I see footnote Stock Option (right to purchase) 19.4750 2003-05-03 2012-05-03 Common Stock 7000 7000 I see footnote Stock Option (right to purchase) 14.6838 2002-07-30 2012-07-30 Common Stock 4824 4824 I see footnote Stock Option (right to purchase) 16.2308 2002-11-07 2012-11-07 Common Stock 873 873 I see footnote Stock Option (right to purchase) 23.150 2004-04-30 2013-04-30 Common Stock 7000 7000 I see footnote Stock Option (right to purchase) 19.6818 2003-04-30 2013-04-30 Common Stock 720 720 I see footnote The amounts shown represent the direct and indirect beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (SBIC), LLC ("JPM SBIC") and J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corporation, the general partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interest of JPM BHCA and MF Manager. The stock options were granted to Jeffrey Walker, a director of the Issuer, the President of JPM SBIC and a limited partner of JPMP Master Fund Manager, L.P., the general partner of JPM BHCA. Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC. These options became exercisable in three annual installments, commencing April 26, 2000, April 26, 2001 and April 26, 2002. These options became exercisable in three annual installments on May 2, 2001, May 2, 2002 and May 2, 2003. These options become exercisable in three annual installments, commencing July 27, 2002, July 27, 2003 and July 27, 2004. These options become exercisable in three annual installments, commencing May 3, 2003, May 3, 2004 and May 3, 2005. These options become exercisable in three annual installments, commencing May 3, 2004, May 3, 2005 and May 3, 2006. The amounts shown in the last four rows of Table II represent the direct beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corporation, the general partner of MF Manager, the general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interest of JPM BHCA and MF Manager. Jeffrey C. Walker 2003-08-06